BlueDrone’s service enables software
developers to integrate shipping capabilities into their applications.
BlueDrone provides its services subject to the terms and
conditions contained in these Terms of Service (this "Agreement"). By
signing up for the service via www.BlueDrone.com or other mechanism provided, you
accept the terms of this Agreement.

Please review the terms of this Agreement carefully. Once
accepted, this Agreement becomes a binding legal commitment. If you have any
questions, you can reach the BlueDrone team at
support@bluedrone.com.

1. Definitions

"Customer" means the individual accepting the terms
of this Agreement or the entity such individual represents, as applicable.

"Customer Application" means a software application
that interfaces with the BlueDrone Services and
includes any services (web-based or other services) made available by Customer
through that application.

"Customer Data" means data and other information
made available to BlueDrone through the use of the
BlueDrone Services under this Agreement.

"Documentation" means all of the instructions, code
samples, on-line help files and technical documentation made available by
BlueDrone for the BlueDrone
Services.

"End User" means an end user of a Customer Application.

"Rate Schedule" means the schedule of fees as agreed
to within the proposal, as such may be updated from time to time. These fees
are in addition to the postage required to ship a package.

"BlueDrone API" means an
application programming interface for the BlueDrone
Services (or feature of the BlueDrone Services)
provided to Customer by BlueDrone.

"BlueDrone Properties"
means the BlueDrone website, BlueDrone
API, Documentation, and technical support made available by BlueDrone
to Customer in connection with the BlueDrone
Services.

"BlueDrone Services" means
the services provided by BlueDrone to Customer under
this Agreement, including all programs, features, functions and report formats,
and subsequent updates or upgrades of any of the foregoing made generally
available by BlueDrone, including without limitation
the BlueDrone APIs and any software provided to
Customer in connection with its use of the BlueDrone
Services.

2. BlueDrone Customer Program and
Services

2.1 Provision of Services. Subject to the terms and conditions
of this Agreement, BlueDrone grants Customer a
non-exclusive, revocable right to:

(a) Use the Documentation and BlueDrone
APIs as needed to develop Customer Applications;

(b) Offer and make the BlueDrone
Services available to End Users in connection with the use of each Customer
Application, in accordance with the Documentation; and

(c) Otherwise use the BlueDrone
Properties solely in connection with and as necessary for Customer’s activities
hereunder.

2.2 Data Storage. Customer acknowledges that data storage is
not guaranteed by BlueDrone and agrees that
BlueDrone not have any liability whatsoever for any damage,
liabilities, losses (including any loss of data or profits) or any other
consequences that Customer may incur with respect to the loss or deletion of
Customer Data.

2.3 Use of BlueDrone Services.
Customer will be solely responsible for all use (whether or not authorized) of
the BlueDrone Services and Documentation under its
account, including for the quality and integrity of Customer Data and each
Customer Application. Customer will take all reasonable precautions to prevent
unauthorized access to or use of the BlueDrone
Services and notify BlueDrone promptly of any such
unauthorized access or use.

2.4 Restrictions. Except as expressly provided in Section 2.1
(Provision of Services), Customer will not transfer, resell, lease, license or
otherwise make available the BlueDrone Services to
third parties. In any event, Customer will not offer the BlueDrone
Services on a standalone basis. Customer will ensure that the
BlueDrone Services provided hereunder are used in
accordance with all applicable laws, regulations and third party rights, as
well as the terms of this Agreement. Specifically and without limitation,
Customer will ensure that BlueDrone is entitled to
use the Customer Data as needed to provide the BlueDrone
Services and will not use the BlueDrone Services in
any manner that violates any data protection statute, regulation, order or
similar law. Except as allowed by applicable law, with respect to any software
provided to Customer hereunder, Customer will not reverse engineer, decompile,
disassemble or otherwise create, attempt to create or derive, or permit or
assist any third party to create or derive the source code of such software.

2.5 Changes to Service. Customer acknowledges that the
features and functions of the BlueDrone Services,
including, the BlueDrone APIs, may change over time.
It is Customer’s responsibility to ensure that calls or requests Customer makes
to the BlueDrone Services are compatible with
then-current BlueDrone APIs. Although
BlueDrone endeavors to avoid changes to the
BlueDrone APIs that are not backwards compatible, if any
such changes become necessary BlueDrone will use
reasonable efforts to notify Customer at least 60 days prior to implementation.

3. Fees

3.1 Fees. Customer agrees to pay the usage fees set forth in
the Service Order and the prices for postage rates that are selected by BlueDrone.
Because shipping rates may change day to day, the rates returned via the
BlueDrone services are the most up to date. When purchasing
postage directly from BlueDrone, Customer agrees to
pay the postage rate purchased via the BlueDrone API.

3.2 Net of Taxes. Unless otherwise stated in the Rate
Schedule, all applicable federal, state or local taxes and all use, sales,
commercial, gross receipts, privilege, surcharges, or other similar taxes,
license fees and surcharges, whether charged to or against BlueDrone,
will be payable by Customer. Customer will not withhold any taxes from any
amounts due to BlueDrone.

3.3 Disputes. Customer will notify BlueDrone
in writing in the event Customer disputes any portion of any fees paid or
payable by Customer under this Agreement. Customer will provide such notice to
BlueDrone within 60 days of the applicable charge and the
parties will work together to resolve the applicable dispute promptly. Upon
expiration of the 60 day period described in this Section, Customer will not be
entitled to dispute any fees paid or payable by Customer.

3.4 Suspension. Customer acknowledges that, in the event
Customer’s usage exceeds the amounts prepaid by Customer or any other failure
to pay amounts due as described in this Section 3, BlueDrone
will be entitled suspend the BlueDrone Services
associated with Customer's account without prior notice to Customer.
BlueDrone will not have any liability whatsoever for any
damage, liabilities, losses (including any loss of data or profits) or any
other consequences that Customer may incur with respect to any suspension of
BlueDrone Services pursuant to this Section 3.

4. Ownership And Confidentiality

4.1 Ownership Rights. As between the parties,
BlueDrone exclusively owns and reserves all right, title
and interest in and to the BlueDrone Services,
BlueDrone Properties and BlueDrone's
Confidential Information. As between the parties, Customer exclusively owns and
reserves all right, title and interest in and to the Customer Data, Customer
Applications and Customer's Confidential Information.

4.2 Use of Licensor Marks. Subject to the terms of this
Agreement, each party (the "Licensor") grants to the other party (the
"Licensee") the right to use and display Licensor's name and marks
(the "Licensor Marks") on its website and in other promotional
materials solely in connection with its activities under this Agreement. All
such use of the Licensor Marks will be in accordance with the Licensor's usage
guidelines and will inure to the benefit of Licensor. Licensee will not use,
register or take other action with respect to any of the Licensor Marks, except
to the extent authorized in advance writing by Licensor. In its efforts,
Licensee will always use the then-current Licensor Marks and will not add to,
delete from or modify any of the Licensor Marks. Licensee will not, at any
time, misrepresent its relationship with Licensor. Licensee and will not
present itself as an affiliate or other legal agent of Licensor. The license
described in this Section will terminate automatically in the event of any
termination of this Agreement.

4.3 Confidentiality.

(a) Definition. "Confidential Information" means any
information or data, regardless of whether it is in tangible form, disclosed by
either party that is marked or otherwise designated as confidential or
proprietary or that should otherwise be reasonably understood to be
confidential given the nature of the information and the circumstances
surrounding disclosure. "Confidential Information" does not include
any information which: (i) is publicly available
through no fault of receiving party; (ii) was properly known to receiving
party, without restriction, prior to disclosure by the disclosing party; (iii)
was properly disclosed to receiving party, without restriction, by another
person without violation of disclosing party's rights; or (iv) is independently
developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information.

(b) Use and Disclosure. Each party agrees that it will use the
Confidential Information of the other party solely in accordance with the
provisions of this Agreement and it will not disclose such information to any
third party without the other party’s prior written consent, except as
otherwise permitted hereunder. Each party agrees to exercise due care in
protecting the Confidential Information from unauthorized use and disclosure.
Each party may disclose the Confidential Information of the other party, in
whole or in part to its employees, representatives, actual or potential
investors and subcontractors who have a need to know and are legally bound to
keep such information confidential consistent with the terms of this Section.
Either party may disclose the Confidential Information of the other party as
required by law, upon prior written notice to the other party (where allowed by
law); provided that such party will use its reasonable efforts to minimize such
disclosure to the extent permitted by applicable law.

4.4 Injunctive Relief. The Parties expressly acknowledge and
agree that no adequate remedy exists at law for an actual or threatened breach
of this Section and that, in the event of an actual or threatened breach of the
provisions of this Section, the non-breaching party will be entitled to seek
immediate injunctive and other equitable relief, without waiving any other
rights or remedies available to it. Each party will promptly notify the other
in writing if it becomes aware of any violations of the confidentiality
obligations set forth in this Section.

5. Disclaimer

BlueDrone HEREBY DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE
AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR
SOFTWARE. BlueDrone’S SERVICES AND PROPERTIES ARE
PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE
EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF
ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

6. Exclusion of Damages; Limitation Of
Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN
TORT, CONTRACT, OR OTHERWISE, WILL BLUEDRONE BE
LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER
FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES,
EVEN IF BlueDrone HAS BEEN ADVISED, KNEW OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN
TORT, CONTRACT, OR OTHERWISE, WILL BLUEDRONE BE
LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF
THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR
CLAIM.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS
AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS
SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

7. Termination

7.1 Term. The term of this Agreement will commence on the date
this Agreement is accepted by Customer and continue for a period of twelve
months. This Agreement will automatically renew for additional one-year terms
unless either party provides notice of non-renewal no less than 60 days prior
to the end of a renewal term.

7.2 Termination. Either party may terminate this Agreement for
any reason as per the terms set forth under the Service Order. Either party may
also terminate this Agreement in the event the other party commits any material
breach of this Agreement and fails to remedy such breach within 5 days after
written notice of such breach. BlueDrone may also
suspend the BlueDrone Services immediately upon
notice for cause if: (a) there is an unusual spike or increase in Customer’s
use of the BlueDrone Services for which there is
reason to believe such traffic or use is fraudulent or negatively impacting the
operating capability of the BlueDrone Services; (b)
BlueDrone determines, in its sole discretion, that its
provision of any of the BlueDrone Services is
prohibited by applicable law, or has become impractical or unfeasible for any
legal or regulatory reason; or (c) subject to applicable law, upon Customer’s
liquidation, commencement of dissolution proceedings, disposal of Customer
assets or change of control, a failure to continue business, assignment for the
benefit of creditors, or if Customer become the subject of bankruptcy or
similar proceeding.

8.1 Indemnification by Customer. Customer will defend,
indemnify and hold BlueDrone harmless against any
actual or threatened claim, loss, liability, proceeding, third-party discovery
demand, governmental investigation or enforcement action ("Claim")
arising out of or relating to Customer's activities under this Agreement or Customer's
acts or omissions in connection with the provision of the Customer Application,
including without limitation, any intellectual property claims relating to the
Customer Application and any violation by Customer or its End Users of the
terms of Section 2.4 (Restrictions). BlueDrone will
cooperate as fully as reasonably required in the defense of any Claim, at
Customer’s expense. BlueDrone reserves the right, at
Customer’s expense, to retain separate counsel for BlueDrone
or, if Customer has not responded reasonably to the applicable Claim, to assume
the exclusive defense and control of any matter in which Customer is a named
party and that is otherwise subject to indemnification under this Section.
Customer will pay all costs, reasonable attorneys’ fees and any settlement
amounts or damages awarded against BlueDrone in
connection with any Claim. Customer will also be liable to BlueDrone
for any costs and attorneys’ fees BlueDrone incurs to
successfully establish or enforce its right to indemnification under this
Section.

8.2 Governing Law. Except as provided in Section 8.3, this
Agreement will be governed by the laws of the State of Minnesota, exclusive of
its rules governing choice of law and conflict of laws. This Agreement will not
be governed by the United Nations Convention on Contracts for the International
Sale of Goods.

8.3 Arbitration. Except as provided in this Section, any
dispute arising under this Agreement will be determined by binding arbitration
in Hennepin Country, Minnesota in accordance with the provisions of the Federal
Arbitration Act, 9. U.S.C. §§1-16, as amended (the "Federal Arbitration
Act").

(a) Details. The arbitration will be governed by the
then-current terms of the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules") and will be held with a single
arbitrator appointed in accordance with the Rules. The award of the arbitrator
will be based on the evidence admitted and the substantive law of the State of
California and the United States, as applicable, and will contain an award for
each issue and counterclaim. The award will provide in writing the factual
findings and legal reasoning for such award. The arbitrator will not be
entitled to modify the terms of this Agreement. Except as provided in the
Federal Arbitration Act, the arbitration award will be final and binding on the
parties. Judgment may be entered in any court of competent jurisdiction. Each
party will be entitled to obtain a copy of non-privileged relevant documents in
the possession or control of the other party and to take a reasonable number of
depositions. All such discovery will be in accordance with procedures approved
by the arbitrator. This Section 8.3 does not alter in any way the statute of
limitations that would apply to any claims or counterclaims asserted by either
party.

(b) Injunctive Relief. Notwithstanding any provision in this
Section to the contrary, BlueDrone may seek
injunctive relief in any court having jurisdiction over the parties to enjoin
or prevent any action you take or threaten to take in violation of the terms of
this Agreement.

(c) Individual Basis Only. It is the intent of the parties to
require any claims or controversies between them to be submitted to arbitration
on an individual basis only. CLAIMS SUBJECT TO THIS ARBITRATION PROVISION MAY
NOT BE JOINED OR CONSOLIDATED IN ARBITRATION WITH ANY CLAIM OF ANY OTHER PERSON
OR BE ARBITRATED ON A CLASS BASIS, IN A REPRESENTATIVE CAPACITY ON BEHALF OF
THE GENERAL PUBLIC OR ON BEHALF OF ANY OTHER PERSON, UNLESS OTHERWISE AGREED TO
BY THE PARTIES IN WRITING.

9. General

9.1 Assignment. Customer will not assign or otherwise transfer
this Agreement, in whole or in part, without BlueDrone’s
prior written consent. Any attempted assignment, delegation, or transfer in
violation hereof will be null and void.

9.2 Amendment; Waiver. No modification to this Agreement, nor
any waiver of any rights, will be effective unless consented to in a writing
signed by both parties. Any waiver of any breach or default by either party
will not constitute a waiver of any other right or any subsequent breach or
default. Failure or delay by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or any
other provision.

9.3 Relationship. Each party is an independent contractor in
the performance of each and every part of this Agreement. Each party will be
solely responsible for all of its employees and agents and its labor costs and
expenses arising in connection therewith and for any and all claims,
liabilities or damages or debts of any type whatsoever that may arise on
account of its activities, or those of its employees or agents, in the
performance of this Agreement. Customer does not have the authority to commit
BlueDrone in any way and will not attempt to do so or imply
that it has the right to do so.

9.4 Unenforceability. In the event that any provision of this
Agreement is held by a court or other tribunal of competent jurisdiction to be
unenforceable, such provision will be limited or eliminated to the minimum
extent necessary to render such provision enforceable and, in any event, the
remainder of this Agreement will continue in full force and effect.

9.5 Notices. Any notice required or permitted to be given
hereunder will be given in writing to the receiving party by personal delivery,
certified mail, return receipt requested, or by overnight delivery.
BlueDrone may use Customer’s current address, as provided
by Customer in connection with billing and payment activities.
BlueDrone’s current address may be found on its website.

9.6 Other Terms. This Agreement supersedes all prior and
contemporaneous proposals, statements, sales materials or presentations and
agreements, oral and written. No oral or written information or advice given by
BlueDrone, its agents or employees will create a
warranty or in any way increase the scope of the warranties in this Agreement.
There will be no force or effect to any different terms of any related purchase
order or similar form even if signed by the parties after the date hereof.

9.7 Force Majeure. A party is not liable under this Agreement
for non-performance caused by events or conditions beyond that party's control
(each, a "Force Majeure Event") if the party makes reasonable efforts
to perform. Either party may terminate this Agreement on written notice to the
other party if the Force Majeure Event continues more than 30 days.

9.8 Government Terms. BlueDrone
provides the BlueDrone Services, including related
software and technology, for ultimate federal government end use solely in
accordance with the terms of this Agreement. If Customer (or any of its
customers) is an agency, department, or other entity of any government, the
use, duplication, reproduction, release, modification, disclosure, or transfer
of the BlueDrone Services, or any related
documentation of any kind, including technical data, software, and manuals, is
restricted by the terms of this Agreement. All other use is prohibited and no
rights other than those provided in this Agreement are conferred. The
BlueDrone Services were developed fully at private expense.